SecProbe.io

March 19, 2013

Via E -mail
Mr. Michael B. Jebsen
Interim Chief Executive Officer
Oxygen Biotherapeutics, Inc.
One Copley Parkway, Suite 490
Morrisville, North Carolina 27560

Re: Oxygen  Biotherapeutics, Inc.
  Preliminary Proxy Statement on Schedule 14A
Filed on March 12 , 2013
  File No.  001-34600

Dear Mr. Jebsen :

We have limited our review of your preliminary proxy statement  to the issue  we have
addressed in our comment .  Please respond to this letter by revising the proxy statement .  Where
you do not believe our comment applies  to your facts  and circumstances , please tell us why in
your response.

After reviewing the information you provide in response to our comment , we may have
additional comments.

1. We note that the reverse stock split will result in an increase to the number of
authorized but unissued shares available under your Certificate of Incorporation.
Please revise your disclosure to describe any specific plans, arrangements or
understandings, whether written or oral, to issue any of the shares that will be newly
available  following  the reverse stock split .  If you have no such plans, arrangement or
understandings, please revise your disclosure to so state.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the com pany and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In responding to our comment, please provide  a written statement from the c ompany
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;
 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

Michael B. Jebsen
Oxygen Biotherapeutics, Inc.
March 19, 2013
Page 2

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contac t Johnny Gharib at (202) 551 -3170 , Jennifer Riegel  at (202) 551 -3575  or
me at (202) 551 -3715 with any questions.

Sincerely,

 /s/ Jennifer Riegel for

Jeffrey P. Riedler
Assistant Director